Gentry

This case is before the Court on the defendants’ motion to dismiss. The *470 scope of judicial inquiry in passing on such motions is customarily limited to the pleadings but the peculiar nature of this action and of one of the defendants’ grounds for their motion 1 requires that consideration be given to the background and litigation history of this and similar actions. The source material for this review is the complaint, the affidavits on file and the cases which have been cited by counsel. Maguire v. Hibernia S. & L. Soc., 1944, 23 Cal.2d 719 , 146 P.2d 673 , 151 A.L.R. 1062 ; Bennett v. Hibernia Bank, 1956, 47 Cal.2d 540 , 305 P.2d 20 .

The Hibernia Savings and Loan Society (hereinafter referred to as the Society), the predecessor of the defendant Bank was a California corporation organized and incorporated in 1859. The by-laws of the Society provided that those who signed the by-laws and paid an entrance fee of two dollars would be considered members of the corporation.

Although there was some stock outstanding for a short period of time the corporation was conducted as a membership corporation, with the rights that are normally given to stockholders vested in the…